THE Kingdom Meikles Africa Ltd (KMAL) board passed a vote of no confidence in the companyâ€™s chairman John Moxon for alleged â€œrecklessnessâ€, making unilateral decisions and issuing statements without consulting the other directors.
According to board meeting minutes obtained this week, Moxon met the conglomerateâ€™s chief executive officer Nigel Chanakira on September 22 where he requested that he and two other directors Callisto Jokonya and Rugare Chidembo step down.
A board meeting held on September 25 convened by Chanakira then passed a vote of no confidence in Moxon after the majority of the directors said they had not been advised or consulted of the impending dismissal of the trio.
At the meeting Chidembo said it was the first time he had seen the notice and was taken aback that the convening shareholders were proposing his dismissal. He claimed he had not been approached before the notice was sent to the shareholders.
â€œIn addition he pointed out that he was nominated on behalf of a shareholder in terms of a verbal pooling agreement, whereas the notice is personally defamatory,â€ reads minutes of the meeting on September 25.
Sibusisiwe Bango, a director, then tabled the agreement between Kingdom Financial Holdings Ltd and Meikles Africa Ltd dated October 1 2008. She said it appeared the notice repudiates the agreement.
Another director, Econet Wireless Holdings chief executive officer Douglas Mboweni said he was shocked by the notice, especially with the potential negative impact it will have on the group.
Harare mayor and prominent lawyer Muchadeyi Masunda, who is expected to chair the scheduled EGM, expressed concern to the board over the potential negative impact of the notice, as he believed â€œthere were other mechanisms to resolve the alleged discordâ€.
Confederation of Zimbabwe Industries president Callisto Jokonya, who is also a director and a target of Moxonâ€™s guns said â€œhe felt he should have been notified prior to the posting of the noticeâ€.
In response, Moxon advised that he had spoken to Chanakira on September 24 and advised that the notice would not be sent to shareholders if he stepped down.
Chanakiraâ€™s refusal to accept the route proposed led to the notice being sent.
Moxon also claims the notice had not been published.
Chanakira said if he had followed the proposed route he would have had to resign. He then proposed that Moxon resign instead.
Chidembo said: â€œThe corporate governance of the board had been violated by his receiving prior warning of the noticeâ€.
In addition he expressed the view that the wording in the notice was defamatory to him.
Chanakira said Moxon was â€œreckless and had no concern for his fellow board members, management and staff and the groupâ€™s other shareholdersâ€.
He said he had cancelled his trip to China as he viewed the notice as a critical crisis to the group, particularly Kingdom bank.
Jokonya said Moxonâ€™s position needed to be determined. He asked him if he was prepared to step down.
Moxon responded by saying he could not respond without taking legal advice.
Jokonya in turn said Moxon had misled everyone since he had promoted the merger as an indigenisation project.
Now he was â€œembarrassed to find out that he has misled government as it is notâ€, he said.
Masunda said a solution must be urgently found in light of what had transpired. The first was to mend bridges and resolve the issues, which he said was the preferable option. The second was that if the issues cannot be resolved, then negotiations need to be entered into a de-merger.
â€œThese two alternatives should be pursued as opposed to the EGM,â€ said Masunda
Another director, Cecil Thorn, said the board needed to address the impact the noticemay have on the group in the market and then come up with a strategy to address the â€œpotentially negative impactâ€ it might have caused.
The board then agreed that Moxon had a moral obligation to explain the â€œdiscordâ€ referred to in the notice as they felt â€œthe only discord was the Cape Grace transactionâ€.
In response Moxon said the discord referred to in the notice was not the Cape Grace transaction, but refused to divulge details in the absence of his lawyers.
Chanakira proposed a vote of no confidence in the chairman because of â€œhis reckless nature in representing the four shareholders who sent out the notice and proposed
that the chairman resign and be replaced
by a new chairman up until the end of the EGM.â€
Chidembo seconded Chanakiraâ€™s proposal.
Chanakira, Chidembo, Jokonya, Mboweni and Bango voted for the proposal. Masunda and Thorn abstained from voting. Absent from the meeting were three directors David Mills, Michael Wilson and Dennis Stephens.
The motion was adopted and Chanakira proposed that Masunda be appointed chairman. The motion was unanimously supported by the board.
By Paul Nyakazeya